Dropbox (DBX) Form 4 DROPBOX / CAPITAL XII A DELAWARE L P SEQUOIA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SC XII MANAGEMENT LLC

(Last) (First) (Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DROPBOX, INC. [ DBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/24/2020		C		7,617,915	A	$0.00	7,617,915	I	By Sequoia Capital XII, LP(1)
Class A Common Stock	02/24/2020		C		285,049	A	$0.00	285,049	I	By Sequoia Technology Partners XII, LP(1)
Class A Common Stock	02/24/2020		C		814,181	A	$0.00	814,181	I	By Sequoia Capital XII Principals Fund, LLC(1)
Class A Common Stock	02/24/2020		J(2)		7,617,915	D	$0.00	0	I	By Sequoia Capital XII, LP(1)
Class A Common Stock	02/24/2020		J(2)		285,049	D	$0.00	0	I	By Sequoia Technology Partners XII, LP(1)
Class A Common Stock	02/24/2020		J(2)		814,181	D	$0.00	0	I	By Sequoia Capital XII Principals Fund, LLC(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)	02/24/2020		C			7,617,915	(3)	(3)	Class A Common Stock	7,617,915	$0.00	30,471,658	I	By Sequoia Capital XII, LP(1)
Class B Common Stock	(3)	02/24/2020		C			285,049	(3)	(3)	Class A Common Stock	285,049	$0.00	1,140,196	I	By Sequoia Technology Partners XII, LP(1)
Class B Common Stock	(3)	02/24/2020		C			814,181	(3)	(3)	Class A Common Stock	814,181	$0.00	3,256,722	I	By Sequoia Capital XII Principals Fund, LLC(1)

1. Name and Address of Reporting Person^*

SC XII MANAGEMENT LLC

(Last) (First) (Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII A DELAWARE L P

(Last) (First) (Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII PRINCIPALS FUND LLC

(Last) (First) (Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P

(Last) (First) (Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. SC XII Management, LLC ("SC XII Management") is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. As a result, SC XII Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

2. Represents a distribution of Class A Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.

3. The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date.

Remarks:

	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC	02/26/2020
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P.	02/26/2020
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund LLC and the General Partner of Sequoia Technology Partners XII, L.P.	02/26/2020
	** Signature of Reporting Person	Date
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